Venu Srinivasan, Vijay Singh flag trustees’ exclusion from Tata Sons merger proposal

A copy of the same has been marked to the Sir Ratan Tata Trust. The letter, which FE has reviewed a copy of, was sent on September 30.

Trustees flag lack of consultation

The two trustees said they were surprised to learn about the proposal and a related press release from public sources, and alleged that no meeting of SDTT trustees had been held to discuss or deliberate on the matter before it was sent to Tata Sons.

“We were not consulted, and are not aware that the other Trustees were consulted either,” the letter said, questioning whether the proposal had the support of all SDTT trustees.

The trustees also noted that, following the Charity Commissioner’s May 15, 2026 order, no SRTT meeting could have been convened to take a decision of this magnitude.

The letter refers to the press briefing held earlier this week, when Tata Trusts consultant and Tata Sons veteran Farokh Subedar explained the merger proposal and reiterated the Trusts’ stance on keeping the holding company unlisted. At the briefing, Subedar had said that both the key trusts SDTT and SRTT had passed a resolution authorising their chairman (Noel Tata) to take action and find solutions to keeping Tata Sons privately held.

The two trustees also raised concerns over the use of the term ‘Tata Trusts’ in the press release announcing the proposal. They said no SDTT trustees’ meeting had authorised either the letter to Tata Sons or the press release and, therefore, the two communications could not be regarded as reflecting the collective institutional position of SDTT.

Subedar had said during the press briefing in question that the remaining trustees will be sent a copy of the proposal as well. According to people in the know, the proposal was sent to the remaining trustees the following day.

Legal, financial implications flagged

Singh and Srinivasan said in the letter that the proposed reorganisation was a significant decision involving the merger of two operating companies, regulatory approvals and the surrender of Tata Sons’ certificate of registration. Given its potential impact on the Trusts and Tata Sons, the trustees said its legal, financial, commercial and governance implications should have been examined before a position was taken in the Trust’s name.

The two trustees also questioned the wording of the letter to Tata Sons, which called on the company’s board to “consider and approve” the proposed reorganisation. They said a shareholder could express its wishes or propose a course of action, but the decision remained the responsibility of the company’s board under law and its constitutional documents.

“It is questionable whether it is appropriate for a shareholder to instruct a company’s Board to “approve” a matter that the law reserves to the Board’s own independent judgment, rather than to propose the course of action for the Board’s consideration,” the vice-chairmen wrote.

They said the Tata Sons board should be given the opportunity to independently assess the proposal, including its legal, regulatory, financial and commercial implications.

“Trustees should also be conscious of the impact that such a mode of communication could have on the charitable status of the Trusts, if it were construed as an attempt by a public charitable trust to direct the commercial decision-making of a company rather than to exercise the rights available to it as a shareholder,” they added.

They also questioned whether the the proposal was necessarily in the best interests of Tata Sons and the Tata Group, saying such a conclusion required consideration of its consequences for Tata Sons, the Trusts and other stakeholders, as well as alternative courses of action.

The letter said SDTT’s institutional decisions must emerge from collective deliberation and proper governance, with all trustees given an opportunity to consider relevant material and participate in the decision-making process.